| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 7
)*
|
STITCH FIX, INC. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
860897107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 860897107 |
| 1 | Names of Reporting Persons Katrina Lake | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 9,305,038.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The shares held by Katrina Lake consist of (i) 8,216,888 shares of Class B common stock held by the Katrina M. Lake Revocable Trust dated May 23, 2016, of which Ms. Lake is the trustee, (ii) 101,205 shares of Class B common stock held by the John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016, of which Ms. Lake is a co-trustee, (iii) 443,248 shares of Class A common stock issuable under outstanding options exercisable within 60 days of December 31, 2024, and (iv) 543,697 shares of Class B common stock issuable under outstanding options exercisable within 60 days of December 31, 2024. Each share of Class B common stock is entitled to ten votes and is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation, including certain transfers. The percent of class in Row 11 was calculated on an as-converted basis based on 121,818,508 shares of Class A common stock as of December 31, 2024. The percentage reported does not reflect the ten for one voting power of the Class B common stock. See also Item 4.
SCHEDULE 13G |
| CUSIP No. | 860897107 |
| 1 | Names of Reporting Persons Katrina M. Lake Revocable Trust dated May 23, 2016 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CALIFORNIA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 8,216,888.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 7.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Reference is made to the comment for type of Reporting Person of Katrina Lake. Ms. Lake retains sole voting and dispositive power over these shares. The percent of class in Row 11 was calculated on an as-converted basis based on 120,730,358 shares of Class A common stock as of December 31, 2024. The percentage reported does not reflect the ten for one voting power of the Class B common stock. See also Item 4.
SCHEDULE 13G |
| CUSIP No. | 860897107 |
| 1 | Names of Reporting Persons John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016 | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CALIFORNIA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 101,205.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Reference is made to the comment for type of Reporting Person of Katrina Lake. Ms. Lake retains sole voting and dispositive power over these shares. The percent of class in Row 11 was calculated on an as-converted basis based on 112,614,675 shares of Class A common stock as of December 31, 2024. The percentage reported does not reflect the ten for one voting power of the Class B common stock. See also Item 4.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: STITCH FIX, INC. | |
| (b) | Address of issuer's principal executive
offices: 1 MONTGOMERY STREET, SUITE 1100, SAN FRANCISCO, CA, 94104. | |
| Item 2. | ||
| (a) | Name of person filing: Katrina Lake
Katrina M. Lake Revocable Trust dated May 23, 2016 ("Lake Trust")
John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016 ("Clifford/Lake Trust") | |
| (b) | Address or principal business office or, if
none, residence: c/o Stitch Fix, Inc.
1 Montgomery Street
Suite 1100
San Francisco, CA 94104 | |
| (c) | Citizenship: Katrina Lake USA
Lake Trust California
Clifford/Lake Trust California | |
| (d) | Title of class of securities: Class A Common Stock | |
| (e) | CUSIP No.: 860897107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is
incorporated herein by reference.
The number of shares beneficially owned by each Reporting Person consists of (i) 8,216,888 shares of Class B common stock held by the Katrina M. Lake Revocable Trust dated May 23, 2016, of which Ms. Lake is the trustee, (ii) 101,205 shares of Class B common stock held by the John C. Clifford and Katrina M. Lake Revocable Trust dated May 23, 2016, of which Ms. Lake is a co-trustee, (iii) 443,248 shares of Class A common stock issuable under outstanding options exercisable within 60 days of December 31, 2024, and (iv) 543,697 shares of Class B common stock issuable under outstanding options exercisable within 60 days of December 31, 2024.
| |
| (b) | Percent of class: Each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. Each share of Class B common stock is convertible into one share of Class A common stock at any time at the option of the holder and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
Katrina Lake: The percent of class was calculated based on 121,818,508 shares of Class A common stock (assuming the conversion of the 8,318,093 shares of Class B Common Stock held by Ms. Lake and that the 443,248 shares of Class A common stock and 543,697 shares of Class B common stock underlying stock options referred in footnote (1) above are deemed outstanding) as of December 31, 2024. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 7.6%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 9,305,038 shares of Class A and Class B common stock held by Ms. Lake represent 32.4% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2024 (assuming that the 443,248 shares of Class A common stock and 543,697 shares of Class B common stock underlying stock options referred in footnote (1) above are deemed outstanding).
Lake Trust: The percent of class was calculated based on 120,730,358 shares of Class A common stock (assuming the conversion of the 8,216,888 shares of Class B Common Stock held by the Lake Trust) as of December 31, 2024. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 6.8%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 8,216,888 shares of Class B common stock held by the Lake Trust represent 29.9% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2024.
Clifford/Lake Trust: The percent of class was calculated based on 112,614,675 shares of Class A common stock (assuming the conversion of the 101,205 shares of Class B Common Stock held by the Clifford/Lake Trust) as of December 31, 2024. If the outstanding number of shares included both Class A common stock and Class B common stock, the percentage would be 0.1%. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 101,205 shares of Class A and Class B common stock held by the Clifford/Lake Trust represent 0.4% of the aggregate combined voting power of the Class A common stock and Class B common stock as of December 31, 2024.
% | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Row 5 of the cover page of each Reporting Person. | ||
| (ii) Shared power to vote or to direct the
vote: See Row 6 of the cover page of each Reporting Person. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Row 7 of the cover page of each Reporting Person. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Row 8 of the cover page of each Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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